Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
The matters described in Item 8.01 of this Current
Report on Form 8-K and included in Exhibit 99.1 hereto are incorporated herein by reference.
On March 19, 2026, Corvex, Inc., formerly named Movano Inc. (the “Company”)
completed its acquisition (the “Merger”) of Corvex Legacy Holdings, Inc., formerly named Corvex, Inc. (“Corvex OpCo”),
in accordance with the terms of the Amended and Restated Agreement and Plan of Merger, dated March 19, 2026 (the “Merger Agreement”),
by and among the Company, Thor Merger Sub Inc., a wholly-owned subsidiary of the Company (“Merger Sub”), and Corvex OpCo.
Filed herewith as Exhibit 99.1 to this Form 8-K, are (i) the unaudited
pro forma condensed combined financial statements of the Company and Corvex OpCo for the six months ended June 30, 2026, as if the Merger
had occurred on January 1, 2026 and (ii) the unaudited pro forma condensed combined financial statements of the Company and Corvex OpCo
for the year ended December 31, 2025, as if the Merger had occurred on January 1, 2025.
All the pro forma financial statements and other pro forma information
included in this Current Report on Form 8-K have been prepared on the basis of certain assumptions and estimates and are subject to other
uncertainties and do not purport (i) to reflect what the Company’s actual results of operations or financial condition would have
been had the Merger been consummated on the dates assumed for purposes of such pro forma financial statements or (ii) to be indicative
of the Company’s financial condition, results of operations or metrics as of or for any future date or period.
Exhibit 99.1 does not modify or update the consolidated financial statements
of (i) the Company included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 or in the subsequently
filed Quarterly Reports on Form 10-Q, or (ii) of Corvex OpCo included in the Company’s Current Report on Form 8-K/A, filed with
the SEC on May 1, 2026, nor does it reflect any subsequent information or events.
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Exhibit 99.1
Corvex, Inc. Summary Historical and Pro Forma
Consolidated Financial Data
The amounts in this unaudited pro forma condensed combination financial
information are presented in thousands of U.S. dollars except share and per share amounts.
Introductory Note
On March 19, 2026, Corvex, Inc. (formerly known as Movano Inc.) (the
“Company” or “Corvex”), acquired Corvex Legacy Holdings, Inc. (formerly known as Corvex, Inc.) (“Corvex
OpCo”), in accordance with the terms of the Amended and Restated Agreement and Plan of Merger, dated March 19, 2026 (the “Merger
Agreement”), by and among Corvex, Thor Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger
Sub”), and Corvex OpCo. Pursuant to the Merger Agreement, Merger Sub merged with and into Corvex OpCo, pursuant to which Corvex
OpCo was the surviving corporation and became a wholly owned subsidiary of the Company (the “Merger”). The Merger Agreement
amended and restated in its entirety the prior merger agreement between the parties which was entered into and announced on November 6,
2025 (the “Prior Merger Agreement”). Following the Merger, the Company was renamed Corvex, Inc., effective March 23, 2026.
Pursuant to the Merger Agreement, the Company issued to the prior securityholders
of Corvex OpCo (i) 240.562 shares of Series B Convertible Preferred Stock, par value $0.0001 per share (the “Series B Preferred
Stock”), which on an as-converted basis represented no more than 19.9% of the Company’s outstanding common stock, par value
$0.0001 per share (the “Common Stock”) immediately prior to the Merger, (ii) 23,551.5195 shares of Series C Preferred Stock
and (iii) 30,227.0524 shares of Series D Preferred Stock. Each share of Series B Preferred Stock automatically converted into 1,000 shares
of Common Stock on March 31, 2026. Subsequent to approval obtained at the Company’s 2026 Annual Meeting of Stockholders, (1) each
share of Series C Preferred Stock automatically converted into 1,000 shares of Common Stock and (2) each share of Series D Preferred Stock
is convertible into 1,000 shares of Common Stock.
In connection with the Merger Agreement, the Company declared a stock
dividend of 0.358 shares of Common Stock for every share outstanding at the close of business on March 30, 2026 (the “Stock Dividend”).
The Stock Dividend is being accounted for as a 1.358-for-1 stock split of its outstanding shares of Common Stock pursuant to ASC 505-20-25-1
through 6. The Stock Dividend was distributed on April 6, 2026. The additional shares of Common Stock that would have been issuable to
the holders of record of Series A Preferred Stock, Warrants, and vested and outstanding stock options and restricted stock units ("RSUs"),
if they had converted or exercised such securities into Common Stock on the record date of the dividend, will become issuable upon the
conversion or exercise of such securities. Shares of Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and
all assumed Corvex OpCo equity awards were not eligible to receive the Stock Dividend.
Collectively, the Series B, Series C and Series D Preferred Stock are
referred to collectively as “Payment Shares” on that basis that each share has been converted or will be converted or convertible
into Common Stock and each Payment Share, on an as converted basis, represents 1,000 shares of the combined company, which is the basis
for the determination of the estimated purchase price.
Unaudited Pro Forma Condensed Combined Financial Information
The following unaudited pro forma condensed combined financial information
has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786, “Amendments
to Financial Disclosures about Acquired and Disposed Businesses.”
In the unaudited pro forma condensed combined financial information,
the Merger has been accounted for as a business combination, using the acquisition method of accounting under U.S. GAAP, where the Company
is considered to be the accounting acquirer and Corvex OpCo is the accounting acquiree.
As described in Note 3—Acquisition in the Condensed Consolidated
Financial Statements of Corvex, Inc. as of and for the six months ended June 30, 2026, the Company accounted for the Merger using the
acquisition method of accounting. The estimated consideration transferred (“Purchase Price”) of $581,955 consists of Payment
Shares issued and replacement awards related to the pre-combination portion of Corvex OpCo that were replaced by the Company stock options
and restricted stock units. The excess of the purchase price over the estimated fair value of the identifiable net assets acquired has
been recorded as goodwill of $519,318. Identifiable intangible assets recognized include customer relationships of $5,190 and trade names
of $10,210.
The Company allocated the purchase price to tangible and identified
intangible assets acquired and liabilities assumed based on their preliminary estimated fair values, which were determined using generally
accepted valuation techniques based on estimates and assumptions made by management at the time of acquisition. These estimates and assumptions
are believed to be reasonable, but they are inherently uncertain and may be subject to material change as additional information becomes
available during the respective measurement period, which will not exceed 12 months from applicable acquisition date. The primary areas
that are preliminary relate to the valuation of the Payment Shares transferred, the fair values of goodwill, intangible assets, certain
tangible assets and liabilities, and income taxes, and the determination of the useful lives of intangible assets.
The unaudited pro forma condensed combined statements of operations
data for the six months ended June 30, 2026 and for the year ended December 31, 2025 gives effect to the Merger as if it occurred on January
1, 2025 and combines the condensed consolidated historical results of Corvex for the six months ended June 30, 2026 and for the year ended
December 31, 2025 with the historical results of Corvex OpCo for the period through March 19, 2026 and for the year ended December 31,
2025.
A pro forma condensed combined balance sheet has not been presented
because the Merger, which was consummated on March 19, 2026, is already reflected in the historical condensed consolidated balance sheet
of Corvex, Inc. as of June 30, 2026 included in the Company's 10-Q for the six months ended June 30, 2026.
The unaudited pro forma condensed combined statements of operations
for the six months ended June 30, 2026 and year ended December 31, 2025 (the “Pro Forma Financials”) have been derived from
the following sources:
| ●
| The
Company’s condensed consolidated financial statements, accompanying notes, and Management’s
Discussion and Analysis of Financial Condition and Results of Operations included in its
interim report on Form 10-Q for the six months ended and as of June 30, 2026, as filed with
the SEC on August 14, 2026. |
| ●
| The
Company’s historical consolidated financial statements, accompanying notes, and Management’s
Discussion and Analysis of Financial Condition and Results of Operations included in its
annual report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the
SEC on March 31, 2026. |
| ● | The
historical audited financial statements of Corvex OpCo as of and for the year ended December
31, 2025, as filed with the SEC as Exhibit 99.3 to the Company’s Form 8-K filed on
May 1, 2026; and |
| ● | The
Amended and Restated Agreement and Plan of Merger, dated March 19, 2026, by and among Corvex,
Corvex OpCo, and Merger Sub, as filed with the SEC as Exhibit 2.1 to the Company’s
Form 8-K filed on March 19, 2026. |
For purposes of the unaudited pro forma condensed combined financial
information, “Total Transaction Accounting Adjustments” consist of adjustments related to the Merger (the “Transaction
Accounting Adjustments: Merger”). The unaudited pro forma condensed combined financial information for the year ended December 31,
2025 has been presented consistent with the pro forma financial information previously disclosed in the Company’s Exhibit 99.3 on
Form 8-K filed on May 1, 2026. Such presentation has been updated solely to update the classification of certain items in the pro forma
condensed combined statements of operations to conform to the Company’s presentation and does not reflect any changes to the underlying
transaction accounting adjustments previously reported.
The following unaudited pro forma condensed combined financial information
presents the combination of the financial information of the Company and Corvex OpCo after giving effect to the Merger described in the
accompanying notes. Subsequent to the Merger, the Company and Corvex OpCo are referred to herein as the “combined company.”
This unaudited pro forma condensed combined financial information,
including the notes thereto, is for informational purposes only and does not purport to indicate the financial conditions or results that
would have been obtained had the Merger actually been completed on the assumed date or for the periods presented, nor what may be realized
or expected in the future. The Total Transaction Accounting Adjustments are based on the information currently available and the assumptions
and estimates underlying the pro forma adjustments are described in the accompanying notes. The unaudited pro forma adjustments represent
management’s estimates based on information available as of the date of these unaudited pro forma condensed combined statements
of operations and are subject to change as additional information becomes available and analyses are performed. The unaudited pro forma
condensed combined statements of operations do not include any management adjustments related to the realization of any costs (or cost
savings) from operating efficiencies or synergies. The unaudited condensed combined pro forma statements of operations are subject to
certain risks and uncertainties that could cause actual results to differ materially from those illustrated. See “Notes to the Unaudited
Pro Forma Condensed Combined Financial Information” below.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT
OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2026
(in thousands, except share and per share data)
| | |
Historical | | |
Total Pro Forma Adjustments | |
| | |
Corvex, Inc. | | |
Corvex Legacy
Holdings, Inc. | | |
Transaction
Accounting
Adjustments:
Merger | | |
Note 3 | |
Pro Forma
Combined | |
| | |
| | |
| | |
| | |
| |
| |
| Revenue | |
$ | 35 | | |
$ | 4,277 | | |
$ | - | | |
| |
$ | 4,312 | |
| | |
| | | |
| | | |
| | | |
| |
| | |
| COSTS AND EXPENSES: | |
| | | |
| | | |
| | | |
| |
| | |
| Cost of revenue (exclusive of depreciation and amortization) | |
| 275 | | |
| 2,356 | | |
| 661 | | |
(b), (c) | |
| 3,292 | |
| Depreciation and amortization | |
| 119 | | |
| 2,884 | | |
| 273 | | |
(a) | |
| 3,276 | |
| Technology and infrastructure | |
| 916 | | |
| 1,272 | | |
| 626 | | |
(c), (d) | |
| 2,814 | |
| Sales and marketing | |
| 264 | | |
| 777 | | |
| 152 | | |
(c), (d) | |
| 1,193 | |
| General and administrative | |
| 2,989 | | |
| 12,523 | | |
| 6,616 | | |
(b), (c), (d) | |
| 22,128 | |
| Total costs and expenses | |
| 4,563 | | |
| 19,812 | | |
| 8,328 | | |
| |
| 32,703 | |
| | |
| | | |
| | | |
| | | |
| |
| | |
| Loss from operations | |
| (4,528 | ) | |
| (15,535 | ) | |
| (8,328 | ) | |
| |
| (28,391 | ) |
| | |
| | | |
| | | |
| | | |
| |
| | |
| Other income (expense), net: | |
| | | |
| | | |
| | | |
| |
| | |
| Interest expense (related party) | |
| (208 | ) | |
| - | | |
| - | | |
| |
| (208 | ) |
| Interest expense | |
| - | | |
| (148 | ) | |
| (57 | ) | |
(b) | |
| (205 | ) |
| Other income, net | |
| 7 | | |
| 161 | | |
| | | |
| |
| 168 | |
| Gain on disposal of assets | |
| 2,501 | | |
| - | | |
| | | |
| |
| 2,501 | |
| Other income (expense), net | |
| 2,300 | | |
| 13 | | |
| (57 | ) | |
| |
| 2,256 | |
| | |
| | | |
| | | |
| | | |
| |
| | |
| Loss before income tax expense | |
| (2,228 | ) | |
| (15,522 | ) | |
| (8,385 | ) | |
| |
| (26,135 | ) |
| Income tax expense | |
| - | | |
| (20 | ) | |
| | | |
| |
| (20 | ) |
| Net loss and total comprehensive loss | |
$ | (2,228 | ) | |
$ | (15,542 | ) | |
$ | (8,385 | ) | |
| |
$ | (26,155 | ) |
| | |
| | | |
| | | |
| | | |
| |
| | |
| Cumulative dividends on Series A preferred stock | |
| (155 | ) | |
| - | | |
| - | | |
| |
| (155 | ) |
| Net loss attributable to common stockholders | |
$ | (2,383 | ) | |
$ | (15,542 | ) | |
$ | (8,385 | ) | |
| |
$ | (26,310 | ) |
| | |
| | | |
| | | |
| | | |
| |
| | |
| Net loss per share, basic and diluted | |
$ | (1.14 | ) | |
| | | |
$ | (0.32 | ) | |
| |
$ | (0.94 | ) |
| | |
| | | |
| | | |
| | | |
| |
| | |
| Weighted average shares used in computing net loss per share, basic and diluted | |
| 2,087,639 | | |
| | | |
| 25,817,836 | | |
| |
| 27,905,475 | |
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT
OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2025
(in thousands, except share data)
| | |
Historical | | |
Total Pro Forma Adjustments | |
| | |
Corvex,
Inc. | | |
Corvex
Legacy
Holdings,
Inc. | | |
Reclassification
Adjustments | | |
Note 4 | | |
Transaction
Accounting
Adjustments:
Merger | | |
Note 4 | |
Total Pro
Forma
Adjustments | | |
Pro Forma
Combined | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| | |
| |
| Revenue | |
$ | 433 | | |
$ | 7,102 | | |
$ | - | | |
| | | |
$ | - | | |
| |
$ | - | | |
$ | 7,535 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| |
| | | |
| | |
| COSTS AND EXPENSES: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| |
| | | |
| | |
| Cost of revenue (exclusive of depreciation and amortization) | |
| 2,273 | | |
| 2,851 | | |
| - | | |
| | | |
| 2,744 | | |
(e), (i) | |
| 2,744 | | |
| 7,868 | |
| Depreciation and amortization | |
| - | | |
| 4,392 | | |
| 149 | | |
| (a) | | |
| 1,061 | | |
(b) | |
| 1,210 | | |
| 5,602 | |
| Technology and infrastructure | |
| - | | |
| 1,342 | | |
| 5,667 | | |
| (a) | | |
| 4,357 | | |
(e), (f) | |
| 10,024 | | |
| 11,366 | |
| Research and development | |
| 5,740 | | |
| - | | |
| (5,740 | ) | |
| (a) | | |
| - | | |
| |
| (5,740 | ) | |
| - | |
| Sales and marketing | |
| - | | |
| 1,186 | | |
| 1,410 | | |
| (a) | | |
| 1,213 | | |
(e) | |
| 2,623 | | |
| 3,809 | |
| General and administrative | |
| - | | |
| 7,099 | | |
| 6,437 | | |
| (a) | | |
| 30,145 | | |
(e), (f), (g), (h), | |
| 36,582 | | |
| 43,681 | |
| Sales, general and administrative | |
| 7,923 | | |
| - | | |
| (7,923 | ) | |
| (a) | | |
| - | | |
| |
| (7,923 | ) | |
| - | |
| Total costs and expenses | |
| 15,936 | | |
| 16,870 | | |
| - | | |
| | | |
| 40,239 | | |
| |
| 40,239 | | |
| 73,045 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| |
| | | |
| - | |
| Loss from operations | |
| (15,503 | ) | |
| (9,768 | ) | |
| - | | |
| | | |
| (39,520 | ) | |
| |
| (39,520 | ) | |
| (64,791 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| |
| | | |
| | |
| Other income (expense), net: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| |
| | | |
| | |
| Interest expense (related party) | |
| (2,965 | ) | |
| - | | |
| - | | |
| | | |
| - | | |
| |
| - | | |
| (2,965 | ) |
| Loss (gain) change in warrant liability fair value | |
| - | | |
| (9,575 | ) | |
| - | | |
| | | |
| 9,575 | | |
(c) | |
| 9,575 | | |
| - | |
| Loss (Gain) in fair value of SAFE liability | |
| - | | |
| 9,856 | | |
| | | |
| | | |
| (9,856 | ) | |
(d) | |
| (9,856 | ) | |
| - | |
| Interest and other income, net | |
| 183 | | |
| 30 | | |
| - | | |
| | | |
| 57 | | |
(b) | |
| 57 | | |
| 270 | |
| Other income (expense), net | |
| (2,782 | ) | |
| 311 | | |
| - | | |
| | | |
| (224 | ) | |
| |
| (224 | ) | |
| (2,695 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| |
| | | |
| | |
| Income tax benefits (expense) | |
| - | | |
| (60 | ) | |
| - | | |
| | | |
| - | | |
| |
| - | | |
| (60 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| |
| | | |
| | |
| Net loss and total comprehensive loss | |
$ | (18,285 | ) | |
$ | (9,517 | ) | |
$ | - | | |
| | | |
$ | (39,744 | ) | |
| |
$ | (39,744 | ) | |
$ | (67,546 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| |
| | | |
| | |
| Net loss per share, basic and diluted | |
$ | (21.79 | ) | |
| | | |
| | | |
| | | |
$ | (1.56 | ) | |
| |
$ | (1.59 | ) | |
$ | (2.62 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| |
| | | |
| | |
| Weighted average shares used in computing net loss per share, basic and diluted | |
| 840,720 | | |
| | | |
| | | |
| | | |
| 24,977,116 | | |
| |
| 24,997,116 | | |
| 25,817,836 | |
NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL INFORMATION
Note 1 - Basis of Presentation
The unaudited pro forma condensed combined financial information has
been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786, “Amendments to
Financial Disclosures about Acquired and Disposed Businesses.” The unaudited pro forma condensed combined statements of operations
data for the six months ended June 30, 2026 and for year ended December 31, 2025, gives effect to the Merger as if it took place on January
1, 2025 and combines the condensed consolidated historical results of Corvex for the six months ended June 30, 2026 and for the year ended
December 31, 2025 with the historical results of Corvex OpCo for the period through March 19, 2026 and for the year ended December 31,
2025.
The unaudited pro forma condensed combined financial information has
been prepared using the acquisition method of accounting under U.S. GAAP. The Company accounts for the Merger as a business combination
using the acquisition method of accounting under ASC 805. The Company is deemed the accounting acquirer and Corvex OpCo is treated as
the accounting acquiree. The determination of whether control has been obtained begins with the evaluation of whether control should be
evaluated under the variable interest or voting interest model pursuant to ASC 810. If the acquiree is a variable interest entity, the
primary beneficiary would be the accounting acquirer. Corvex OpCo was determined to be a variable interest entity (“VIE”)
as its equity at risk is not sufficient to finance its activities without ongoing subordinated financial support. Upon the Closing, the
Company obtained a 100% equity interest in Corvex OpCo, which represents a variable interest as it absorbs expected losses and is entitled
to residual returns, the Company also has the power to direct the activities that most significantly impact Corvex OpCo’s economic
performance and is therefore the primary beneficiary of the VIE.
The application of acquisition accounting to Corvex OpCo is dependent
upon other factors such as the share price of the Company as well as certain valuations that have yet to progress to a stage where there
is sufficient information for a definitive measurement. These valuations include the determination of the GAAP purchase consideration
for the convertible Series B, Series C and Series D Preferred Stock issued to former Corvex OpCo equityholders, the valuation of intangible
assets, the valuation of property and equipment and the allocation of the GAAP purchase consideration among the acquired assets and liabilities
assumed.
Following the closing of the Merger, the combined company is in the
process of completing the valuations and will finalize the purchase price allocation as soon as practicable within the measurement period,
but in no event later than one year following the closing of the Merger. The assets and liabilities of Corvex OpCo and other pro forma
adjustments have been measured based on various preliminary estimates using assumptions the Company believes are reasonable, based on
information that is currently available. Accordingly, the pro forma adjustments are preliminary. Differences between these preliminary
estimates and the final acquisition accounting could be significant, and these differences could have a material impact on the accompanying
unaudited pro forma condensed combined financial information and the combined company’s future results of operations and financial
position.
The unaudited pro forma condensed combined financial information does
not include the impact of any cost or other operating synergies that may result from the Merger.
On June 30, 2026, the Company disposed of certain of the assets and
intellectual property, comprising the legacy Movano Connected devices and services segment, by transferring them to the holder of the
bridge loan in satisfaction of outstanding indebtedness. The Company evaluated the disposal and concluded it did not qualify for presentation
as a discontinued operation because it did not represent a strategic shift that has, or will have, a major effect on the Company’s
operations and financial results. Therefore, the results of the Connected devices and services segment are presented within continuing
operations for all periods presented and no pro forma adjustments were recorded associated with the disposal of the assets. The impact
of the disposal transaction is recognized a $2,501 gain on disposal of assets.
As the preferred shares underlying the conversions were consideration
for the Merger and such conversions were contemplated in the Merger, the Company has presented these conversions as if they had occurred
on January 1, 2025. A pro forma balance sheet assuming such conversions occurred on June 30, 2026 has not been presented as the only impact
of the conversions is to reclassify $267,505 between the preferred stock and common stock line items classified within stockholders' equity.
On July 7, 2026, following the stockholder approval at the Annual Meeting,
all outstanding shares of Series C Non-Voting Preferred Stock automatically converted into 20,096,713 shares of Common Stock and certain
holders of Series D Preferred Stock converted into 4,752,244 shares of Common Stock. .
To the extent there are significant changes to the business of the
combined company following completion of the Merger, the assumptions and estimates set forth in the unaudited pro forma condensed combined
financial information could change significantly. Accordingly, the pro forma adjustments are subject to change as additional information
becomes available and as additional analyses are conducted following the completion of the Merger. There can be no assurances that these
additional analyses will not result in material changes, including the estimates of fair value of Corvex OpCo’s assets and liabilities.
The Exchange
At the Closing date, Corvex OpCo was capitalized through the issuance
of common stock and Series Seed Preferred Stock. Additionally, Corvex OpCo had issued to investors Series Seed Preferred Warrants (“Corvex
Warrants”) and simple agreements for future equity (“SAFEs”), which were convertible into shares of Corvex OpCo’s
common stock, $0.00001 par value (“Corvex OpCo Common Stock”). Immediately prior to the closing, all existing Corvex OpCo
warrants were converted into shares of Corvex OpCo Series Seed Preferred Stock, based on the net exercise provisions of such warrants.
All outstanding SAFEs were converted into Series Seed Preferred Stock, on the basis of the conversion terms provided in each SAFE agreement.
The equity of Corvex OpCo, including the conversions noted above, is referred to as Corvex OpCo Capital Stock.
Pursuant to the terms of the Merger Agreement, the merger consideration
to be paid by the Company for all of the issued and outstanding shares of Corvex OpCo Capital Stock immediately prior to the closing of
the Merger (the “Closing”) is equal to the following:
| a) | 240.5620 shares of Movano Series B Preferred Stock which were converted into 240,544 shares of Common Stock on March 31, 2026, with
cash paid in lieu of fractional shares of Common Stock. |
| b) | 23,551.5195 shares of Series C Preferred Stock, which were convertible into approximately 23,551,502 shares of Common Stock, subject
to stockholder approval at the Company’s 2026 Annual Meeting of Stockholders. Stockholders approved such conversion on July 1, 2026,
and all outstanding shares of Series C Preferred Stock automatically converted into Common Stock on July 7, 2026. |
| c) | 30,227.0524 shares of Series D Preferred Stock which shares shall be convertible into approximately 30,227,050 shares of Common Stock,
subject to stockholder approval at the Company’s 2026 Annual Meeting of Stockholders. Stockholders approved such conversion on July
1, 2026, and each share of Series D Preferred Stock is convertible into 1,000 shares of Common Stock at the option of the holder. |
Under the terms of the Merger Agreement, at the closing of the Merger,
the Company assumed RSUs representing 6,108,470 shares of Common Stock on a post-Exchange Ratio and options to purchase 8,755,418 shares
of Common Stock issued by Corvex OpCo on a post-Exchange Ratio, under the Corvex, Inc. 2024 Equity Incentive Plan that were outstanding
and unexercised immediately prior to the closing of the Merger.
Each option to purchase shares of Corvex OpCo outstanding and unexercised
immediately prior to the Closing (each a “Corvex OpCo Option”), whether vested or unvested, was converted into an option to
purchase Common Stock, and each restricted stock unit (“RSU”) issued by Corvex OpCo outstanding immediately prior to the Closing
(each a “Corvex OpCo RSU” and together with the Corvex OpCo Options, the “Corvex OpCo Equity Awards”) was converted
into an RSU representing a right to receive Common Stock. The Corvex OpCo Equity Awards were assumed in accordance with their original
terms and no changes to vesting conditions occurred as a result of the Merger. The number of shares underlying the Corvex OpCo Equity
Awards following their assumption by the Company was determined based on the number of shares of Corvex Common Stock subject to each award
immediately prior to the Closing, multiplied by the Exchange Ratio, as defined in the Merger Agreement. Any restriction on the exercise
of an assumed Corvex OpCo Option remained in full force and effect, and the term, exercisability, vesting schedule and other provisions
of each assumed Corvex OpCo Option otherwise remain unchanged.
The Exchange Ratio of 2.225 was determined by dividing the aggregate
shares of Common Stock to be issued to former Corvex OpCo equityholders pursuant to the Merger Agreement by the number of outstanding
shares of Corvex OpCo Common Stock following the conversion of all SAFEs, warrants, and Corvex OpCo shares of preferred stock. Each share
of Corvex OpCo Common Stock was converted into 2.225 shares of Common Stock.
Refer to Note 3—Acquisition in the condensed consolidated financial
statements of Corvex, Inc as of and for the six months ended June 30, 2026, for the calculation of estimated merger consideration, preliminary
purchase price allocation and replacement awards.
Note 2 - Net Loss Per Share
Represents the net loss per share calculated using the historical weighted
average shares outstanding, and the issuance of additional shares in connection with the Merger, assuming the shares were outstanding
since January 1, 2025. As the Merger is being reflected as if it had occurred at the beginning of the period presented, the calculation
of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares issuable relating to the Merger
had been outstanding for the entire period presented.
The computation of the pro forma basic and diluted net loss per share
attributable to common stockholders during the six months ended June 30, 2026 and the year ended December 31, 2025 is as follows (in thousands,
except share data):
| | |
Six Months
Ended
June 30, 2026 | | |
Year Ended
December 31, 2025 | |
| Numerator: | |
| | | |
| | |
| Net loss attributed to common stockholders | |
$ | (26,310 | ) | |
$ | (67,546 | ) |
| Denominator | |
| | | |
| | |
| Weighted average shares used in computing net loss per share, basic and diluted | |
| 27,905,475 | | |
| 25,817,836 | |
| | |
| | | |
| | |
| Net loss per share, basic and diluted | |
| (0.94 | ) | |
| (2.62 | ) |
Refer to the table below for the potential shares of common stock that
were excluded from the computation of diluted net loss per share.
| | |
Six Months
Ended
June 30, 2026 | | |
Year Ended
December 31, 2025 | |
| Shares subject to conversion of Series A preferred stock | |
| 728,335 | | |
| 552,122 | |
| Shares subject to conversion of Series D preferred stock | |
| 28,929,588 | | |
| 28,929,588 | |
| Shares subject to warrants to purchase common stock | |
| 438,547 | | |
| 329,322 | |
| Shares subject to options to purchase common stock | |
| 8,755,418 | | |
| 439,456 | |
| Shares subject to restricted stock units to purchase common stock | |
| 5,749,777 | | |
| - | |
| Total | |
| 44,652,577 | | |
| 30,250,488 | |
Note 3 – Merger and Reclassification Transaction Adjustments
to Unaudited Pro Forma Condensed Combined Statements of Operations for six months ended June 30, 2026
| a) | Reflects the estimated incremental amortization expense of $273 resulting from the Merger. |
| | | |
| | | Amortization expense related to the acquired finite-lived
intangible assets has been calculated based on preliminary estimated fair values and estimated useful lives of 7 years for customer relationships
and 20 years for trade names. |
| b) | Reflects decrease of lease expense in cost of revenue of $39, general and administrative of $10 and an increase to interest expense
of $57. |
| c) | Reflects stock options post-combination expense of $700 to cost of revenue, $530 to technology and infrastructure, $172 to sales and
marketing, and $3,166 to general and administrative. |
| d) | Reflects restricted stock units post-combination expense of $96 in technology and infrastructure, ($20) to sales and marketing and
$3,460 in general and administrative. |
Note 4 – Merger and Reclassification Transaction Adjustments
to Unaudited Pro Forma Condensed Combined Statements of Operations for the year ended December 31, 2025
| a) | Represents the reclassification of sales, general and administrative expenses into sales and marketing and general and administrative
expenses; the reclassification of research and development into technology and infrastructure; and the reclassification of historical
Movano depreciation expense from research and development and sales, general and administrative expenses into depreciation expense. |
| b) | Reflects the estimated incremental amortization expense of $1,061 resulting from the Merger. |
| c) | Elimination of change in fair value of warrant liability as the Corvex Preferred Stock Warrants converted into shares of Corvex common
stock and subsequently into Payment Shares, at the Exchange Ratio on the merger date. |
| d) | Elimination of change in fair value of SAFE liability as the SAFEs automatically converted into shares of Corvex common stock and
subsequently into Payment Shares, at the Exchange Ratio on the merger date. |
| e) | Reflects stock options post-combination expense of $2,823 to cost of revenue, $3,540 to technology and infrastructure, $1,213 to sales
and marketing, and $13,559 to general and administrative. |
| f) | Reflects restricted stock units post-combination expense of $817 in technology and infrastructure and $15,526 in general and administrative. |
| g) | Reflects the accrual of severance payments pursuant to pre-existing employment agreements of $1,125. |
| h) | Reflects decrease of lease expense in cost of revenue of $79, general and administrative of $65 and interest expense of $77. |
